CONSULTING AGREEMENTConsulting Services Agreement |
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CONSULTING AGREEMENT
This consulting agreement (this "Agreement") is made this 17th day of June,
2005, between CIMBIX CORPORATION, a bulletin board public company ("CBXC"),
and ENGLOCAN LIMITED ("ENGLOCAN") a Consultant (collectively the "Parties"
and each individually a "Party").
RECITALS:
ENGLOCAN is a consultant who desire to provide consulting services to CBXC;
and
CBXC desires to retain ENGLOCAN as a marketing and feasibility consultant.
NOW THEREFORE, in consideration of their mutual promises made herein, and
for other good and valuable consideration, receipt of which is hereby
acknowledged by each Party, the Parties, intending to be legally bound,
hereby agree as follows:
I. Recitals. The Parties agree that the foregoing recitals are true
and correct and are incorporated herein by reference.
II. Engagement. CBXC hereby engages ENGLOCAN and CBXC hereby accepts
such engagement upon the terms and conditions set forth in this Agreement.
A. Duties: ENGLOCAN is engaged by CBXC as a marketing and
feasibility consultant, to represent CBXC and its business in Hong
Kong; to assist CBXC in expanding its business operations in
"business consulting" services and trade. ENGLOCAN will report
directly to the board of directors of CBXC. The term of this
Agreement begins immediately.
B. Terms: Subject to the terms of this Agreement relating
to termination, this Agreement shall continue in full force and
effect for a term of twelve (12) months from the date thereof, and
may be renewed for successive periods of twelve (12) months
thereafter by the mutual written agreement of the Parties hereto
made at least one (1) month prior to the expiration of such term.
C. Fee Structure:
1. Time is of the Essence: Time is of the essence with
respect to the Parties' respective obligations under this
Agreement.
2. Amount of Fee: CBXC hereby agrees to issue to ENGLOCAN,
and ENGLOCAN agrees to accept from CBXC, three hundred fifty
thousand (350,000) shares of common stock of CBXC, which
will be registered by CBXC on a Registration Statement Form
S-8 with the Securities and Exchange Commission.
3. Timing of Payment of Fee: CBXC shall pay and release
Shares to ENGLOCAN upon satisfaction of performance from time
to tome in stages commencing within thirty (30) days from
filing of the Registration Statement. Failure of CBXC to
finally pay any Shares within thirty (30) days after the
applicable due date shall be deemed a material breach of this
Agreement, justifying suspension of the performance of the
Services provided by ENGLOCAN and will be sufficient cause
for immediate termination of this Agreement by ENGLOCAN, and
such breach will cause this Agreement to be null and void.
D. Independent Contractors: In all matters relating to this
Agreement and otherwise, the Parties hereto shall be and act as
independent contractors, neither shall be the employee or agent of
the other, and each shall assume any and all liabilities for its own
acts. As a result of his independent contractor status, ENGLOCAN,
and not CBXC, shall be responsible for any and all income taxes
and any and all other employment related taxes or assessments which
may be required of ENGLOCAN in his jurisdiction. Neither Party shall
have any authority to create any obligations, express or implied, on
behalf of the other Party and neither Party shall have any authority
to represent the other Party as an employee or in any capacity other
than as herein provided.
III. Termination: This Agreement may be terminated by written notice of
either Party hereto forwarded to the other Party hereto. This Agreement shall
be binding on the Parties hereto for the Term provided herein, unless
terminated as provided herein.
IV. Arbitration: Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, or its interpretation or
effectiveness, and which is not settled between the Parties themselves, shall
be settled by binding arbitration in Washington and judgment upon the award
may be entered in any court having jurisdiction thereof. Nothing, however,
contained herein shall limit CBXC's rights to injunctive relief as set out in
Paragraph V of this Agreement. The prevailing Party in any litigation,
arbitration or mediation relating to collection of fees, or any other matter
under this Agreement, shall be entitled to recover all its costs, if any,
including without limitation, reasonable attorney's fees, from the other Party
for all matters, including, but no limited to, appeals.
V. Injunctive Relief: ENGLOCAN agrees that his violation or threatened
violation of any of the provisions of this Agreement shall cause immediate






